Special meeting of stockholders of Churchill
VII scheduled for February 8, 2024 to
extend date by which Churchill VII must consummate its business
combination with CorpAcq Holdings Limited
NEW
YORK, Jan. 30, 2024 /PRNewswire/ -- Churchill
Capital Corp VII ("Churchill VII") announced today actions being
undertaken in advance of a special meeting of its stockholders (the
"Special Meeting") on February 8,
2024, at which Churchill VII's stockholders will be asked to
vote on, among other things, a proposal to amend Churchill VII's
amended and restated certificate of incorporation to extend the
date by which Churchill VII has to consummate its business
combination with CorpAcq Holdings Limited ("CorpAcq") from
February 17, 2024 to August 17, 2024 or such earlier date as
determined by the Churchill VII board of directors (the "Board")
(the "Extension Amendment Proposal").
Churchill VII Sponsor Seeking Extension to Pursue a Business
Combination with CorpAcq Holdings Limited
As previously disclosed, on August 1,
2023, Churchill VII entered into a definitive agreement for
a business combination (and together with the transactions
contemplated thereby, the "Transactions") with CorpAcq, a corporate
compounder with a proven track record of acquiring and supporting
founder-led businesses.
The purpose of the Extension Amendment Proposal is to allow
Churchill additional time to complete the Transactions (or any
other initial business combination), if necessary. Churchill VII
intends to consummate the Transactions as soon as possible.
Churchill VII Sponsor to Continue to Make Contribution to the
Trust Account
Churchill VII's sponsor, Churchill Sponsor VII LLC (the
"Sponsor"), will continue to make deposits directly to the trust
account (the "Trust Account") of $1,000,000 per month (each, a "Contribution"),
pursuant to an amendment to that certain non-interest bearing,
unsecured promissory note (as amended, the "Promissory Note")
issued by Churchill VII to the Sponsor on May 16, 2023. Churchill VII intends to amend such
note following the approval and implementation of the Extension
Amendment Proposal on the terms described below.
If the Extension Amendment Proposal is approved, the
Contributions will continue to be paid monthly beginning on
February 17, 2024 and thereafter on
the seventeenth day of each month (or if such seventeenth day is
not a business day, on the business day immediately preceding such
seventeenth day) until the earliest to occur of (i) August 15, 2024, (ii) the consummation of an
initial business combination and (iii) if an initial business
combination is not consummated, the date the Board determines, in
its sole discretion, to liquidate the Trust Account. The Promissory
Note will mature on the earlier of (1) the date Churchill VII
consummates an initial business combination and (2) the date that
the winding up of Churchill VII is effective.
Churchill VII Trust Account
All of the funds in Churchill VII's Trust Account are held in an
interest-bearing demand deposit account. The interest rate on the
deposit account is currently approximately 5.20% per annum, but
such deposit account carries a variable rate, and Churchill VII
cannot assure investors that such rate will not decrease or
increase significantly.
Churchill VII to Transfer Listing to Nasdaq
As previously disclosed, Churchill VII announced that it plans
to transfer the listing of its shares of Class A common stock,
public warrants and public units from the New York Stock Exchange
("NYSE") to the Nasdaq Global Market ("Nasdaq"). Churchill VII
expects that listing and trading of its securities on the NYSE will
end at market close on February 2,
2024, and expects to commence trading as a Nasdaq-listed
company upon market open on February 5,
2024. Churchill VII's Class A common stock, public units and
public warrants will trade under the respective ticker symbols,
"CVII," "CVIIU" and "CVIIW," on Nasdaq after the transfer from NYSE
to Nasdaq is completed.
At the Special Meeting on February 8,
2024, Churchill VII stockholders will be asked to vote on
the Extension Amendment Proposal, a proposal to amend Churchill
VII's amended and restated certificate of incorporation to allow
the holders of Class B common stock of Churchill VII to convert
their shares of Class B common stock into shares of Class A common
stock on a one-to-one basis at any time and from time to time at
the election of the holder, and a proposal to adjourn the special
meeting to a later date, if necessary. The Board has determined
that these proposals are in the best interests of Churchill VII and
its stockholders and recommends that stockholders vote "FOR" such
proposals.
If stockholders have any questions or need assistance, please
contact Morrow Sodali LLC, Churchill VII's proxy solicitor, by
phone at (800) 662-5200 (toll free) or by email at
CVII.info@investor.morrowsodali.com.
About Churchill VII
Churchill VII was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the Transactions and is not
intended to form the basis of any investment decision or any other
decision in respect of the Transactions.
The Form F-4 filed by CorpAcq Group Plc on November 17, 2023 (including amendments thereto,
the "Registration Statement") includes a proxy statement/prospectus
to be distributed to Churchill VII's stockholders and
warrantholders in connection with Churchill VII's solicitation for
proxies for the vote by Churchill VII's stockholders and
warrantholders in connection with the Transactions and other
matters described in the Registration Statement, as well as the
prospectus relating to the offer and sale of securities to be
issued by CorpAcq Group Plc to Churchill VII's stockholders and
warrantholders in connection with the completion of the
Transactions. On January 19, 2024,
Churchill VII filed a definitive proxy statement with the U.S.
Securities and Exchange Commission (the "SEC") (the "Extension
Proxy Statement") in connection with Churchill VII's solicitation
of proxies for its special meeting of stockholders to be held to
approve, among other things, an extension of the date by which
Churchill VII must consummate the Transactions (or any other
initial business combination) from February
17, 2024 to August 17, 2024
(or such earlier date as determined by the Board) (such meeting,
the "Extension Special Meeting").
Before making any voting or other investment decisions,
Churchill VII's stockholders and warrantholders and other
interested persons are advised to read the Registration Statement
and any amendments thereto and, once available, the definitive
proxy statement/prospectus, in connection with Churchill VII's
solicitation of proxies for its special meeting of stockholders and
its special meeting of warrantholders to be held to approve, among
other things, the Transactions, as well as other documents filed
with the SEC by Churchill VII or CorpAcq Group Plc in connection
with the Transactions and the Extension Proxy Statement and any
amendments thereto, as these documents will contain important
information about CorpAcq, CorpAcq Group Plc, Churchill VII and the
Transactions.
After the Registration Statement has been declared effective,
Churchill VII will mail a definitive proxy statement/prospectus and
other relevant documents to its stockholders and warrantholders as
of the record date established for voting on the Transactions.
Churchill VII is in the process of mailing the Extension Proxy
Statement and other relevant documents to its stockholders as of
the record date established for voting at the Extension Special
Meeting. Stockholders and warrantholders may also obtain a copy of
the Registration Statement (and definitive proxy
statement/prospectus, once available), the Extension Proxy
Statement, as well as other documents filed by Churchill VII with
the SEC, without charge, at the SEC's website located at
www.sec.gov or by directing a written request to Churchill Capital
Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target," "continue,"
"could," "may," "might," "possible," "potential," "predict" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Churchill
VII and CorpAcq have based the forward-looking statements on its
current expectations about future performance, timing and events.
The forward-looking statements in this communication include, but
are not limited to, the date Churchill VII will cease trading on
NYSE and begin trading on the Nasdaq and the anticipated timing for
the Transactions to close. The forward-looking statements are based
on various assumptions, whether or not identified in this
communication, and on the current expectations of CorpAcq's and
Churchill VII's respective management teams and are not predictions
of actual timing and/or performance. Nothing in this communication
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved. The
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may
materially differ from assumptions. Many actual events and
circumstances are beyond the control of Churchill VII and CorpAcq.
The forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about Churchill VII and
CorpAcq that may cause the timing and/or performance indicated in
this communication to be materially different from any actual
future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Such risks
and uncertainties include CorpAcq's reliance on its senior
management team and key employees; failure to comply with
applicable laws and regulations or changes in the regulatory
environment in which CorpAcq operates; the outcome of any potential
litigation, government and regulatory proceedings, investigations,
actions (including any potential U.S. or U.K. government shutdowns)
and inquiries that Churchill VII or CorpAcq may face; the inability
of the parties to successfully or timely consummate the
Transactions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect CorpAcq Group
Plc, which will be the combined company after the Transactions, or
the expected benefits of the Transactions or that the approval of
the stockholders of Churchill VII is not obtained; the risk that
stockholders of Churchill VII could elect to have their shares
redeemed by Churchill VII, leading to either Churchill VII failing
to satisfy continued listing requirements for Nasdaq Global Market
or Churchill VII having insufficient cash to complete the
Transactions; the outcome of any legal proceedings that may be
instituted against CorpAcq or Churchill VII; changes in applicable
laws or regulations; the ability of Churchill VII or CorpAcq Group
Plc to issue equity or equity linked securities in connection with
the Transactions or in the future; those factors discussed in under
the heading "Risk Factors" in the Registration Statement and
Amendment No. 2 to the Registration Statement filed with the SEC on
January 26, 2024 ("Amendment No. 2"),
as may be further amended from time to time, and other documents
filed, or to be filed, with the SEC by Churchill VII or CorpAcq
Group Plc. If any of these risks materialize or CorpAcq's, CorpAcq
Group Plc's or Churchill VII's assumptions prove incorrect, actual
timing and/or performance could differ materially from the timing
and/or performance implied by the forward-looking statements. There
may be additional risks that CorpAcq, CorpAcq Group Plc nor
Churchill VII presently know or that CorpAcq, CorpAcq Group Plc and
Churchill VII currently believe are immaterial that could also
cause actual timing and/or performance to differ materially from
those contained in the forward-looking statements. In addition, the
forward-looking statements reflect CorpAcq's, CorpAcq Group Plc's
and Churchill VII's expectations and views as of the date of this
communication. CorpAcq, CorpAcq Group Plc's and Churchill VII
anticipate that subsequent events and developments will cause
CorpAcq's, CorpAcq Group Plc's and Churchill VII's assessments to
change. However, while CorpAcq, CorpAcq Group Plc and Churchill VII
may elect to update these forward-looking statements at some point
in the future, CorpAcq, CorpAcq Group Plc and Churchill VII
specifically disclaim any obligation to do so. The forward-looking
statements should not be relied upon as representing CorpAcq,
CorpAcq Group Plc and Churchill VII's assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
An investment in CorpAcq, CorpAcq Group Plc or Churchill VII is not
an investment in any of CorpAcq's, CorpAcq Group Plc's or Churchill
VII's founders' or sponsors' past investments or companies or any
funds affiliated with any of the foregoing.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a proxy
statement or solicitation of a proxy, a prospectus, an
advertisement or a public offering of the securities described
herein in the United States or any
other jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CorpAcq , CorpAcq Group Plc, Churchill VII, Churchill Sponsor
VII LLC and their respective directors and executive officers may
be deemed participants in the solicitation of proxies from
Churchill VII's stockholders and warrantholders with respect to the
Transactions. A list of the names of Churchill VII's directors and
executive officers and a description of their interests in
Churchill VII is set forth in certain filings with the SEC,
including (but not limited to) the following: (1) Amendment No. 2
(and specifically, the following sections: "Risk Factors-Risks
Related to Churchill and the Business Combination"; "Information
Related to Churchill-Management, Directors and Executive Officers";
"The Business Combination-Interests of Certain Persons in the
Business Combination; Interests of the Churchill Initial
Stockholders and Churchill's Directors and Officers"; "Beneficial
Ownership of Churchill Securities" and "Certain Relationships and
Related Person Transactions-Churchill Relationships and Related
Person Transactions", (2) the Form 10-K filed by
Churchill VII with the SEC on March 17,
2023 (and specifically, the following sections: "Item 1A.
Risk Factors"; "Item 10. Directors, Executive Officers and
Corporate Governance"; "Item 11. Executive
Compensation"; "Item 12. Beneficial ownership"; "Item
13. Related party transactions" and "Item 15. Exhibits,
Financial Statement Schedules-Note 5. Related Party
Transactions", (3) the Form 10-Qs filed by Churchill VII with
the SEC on May 10,
2023, August 9,
2023 and November 9,
2023 (and specifically, the discussion under "Item
1. Financial Statements-Note 5. Related Party Transactions"
section in each such Form 10-Qs, respectively), (4) the Form
8-K filed by Churchill VII with the SEC on August 7, 2023 (and specifically, the disclosure
under "Item 1.01 Entry Into a Material Definitive
Agreement-Amended and Restated Sponsor Agreement"), (5)
the Form 8-K filed by Churchill VII with the SEC on
December 26, 2023 (and specifically,
the disclosure under "Item 1.01 Entry Into a Material Definitive
Agreement-Consent and Merger Agreement Amendment"), (6)
the SCHEDULE 14A filed by Churchill VII with the SEC on
January 19, 2024 (and specifically,
the following sections: "The Business Combination-Interests of
Certain Persons in the Business Combination"
and "Beneficial Ownership of Churchill
Securities"), and (7) other documents that may be filed with
the SEC from time to time in connection with the Transactions, each
of which will be available free of charge at the SEC's website
located at www.sec.gov, or by directing a written request to
Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor,
New York, NY 10019. Additional
information regarding the participants in the proxy solicitation
and a description of their respective direct and indirect interests
will be included in the definitive proxy statement/prospectus
relating to the offer of securities to be issued by CorpAcq Group
Plc to Churchill VII's stockholders and warrantholders in
connection with the completion of the Transactions once such
information becomes available.
Churchill VII stockholders, potential investors and other
interested persons should read each of the filings listed above and
the definitive proxy statement/prospectus relating to the offer of
the securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and warrantholders in connection with the completion
of the Transactions once such documents are available before making
any voting or investment decisions. You may obtain free copies of
these documents from the sources indicated above.
Media Contact
Michael
Landau
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII